11th and 12th floors, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11,12 / F., Taiping finance tower, No. Yitian road 6001, Futian District, Shenzhen, P.R. China Tel.: (0755) 88265064, 88265288 fax.: (075583243108
Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Guangdong Piano Customized Furniture Co.Ltd(002853)
Legal opinion of 2021 annual general meeting
Xinda Huizi (2022) No. 141 to: Guangdong Piano Customized Furniture Co.Ltd(002853)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) and other laws and regulations, as well as the current effective Guangdong Piano Customized Furniture Co.Ltd(002853) articles of Association (hereinafter referred to as the “articles of association”), Guangdong Xinda law firm (hereinafter referred to as “Xinda”) accepts the entrustment of your company to appoint Lawyer Zhang Linlin Lawyer Jinchuan (hereinafter referred to as “Xinda lawyer”) attended the 2021 annual general meeting of shareholders of your company (hereinafter referred to as “the general meeting of shareholders”) and, on the basis of necessary verification, gave witness opinions on the convening, convening procedures, qualifications of attendees and conveners, voting procedures and results of the general meeting of shareholders of your company.
In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer issued the following witness opinions on the relevant facts of the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 28, 2022, the board of directors of your company published the notice of Guangdong Piano Customized Furniture Co.Ltd(002853) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the board of directors”) on the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo website. Your company has announced the time and place of the shareholders’ meeting, the method of holding the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration measures and other relevant matters in accordance with the statutory time limit.
Lawyer Xinda believes that the convening procedure of this general meeting of shareholders of your company complies with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(II) convening of this general meeting of shareholders
1. According to the announcement of the board of directors, your company’s notice of convening this general meeting of shareholders has been made in the form of announcement 20 days in advance, which is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. According to the announcement of the board of directors, the main contents of your company’s notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, participants, registration methods, etc. The contents of such meeting notices comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
3. The general meeting of shareholders was held as scheduled at 14:30 p.m. on May 18, 2022 in the conference room on the first floor of the company, No. 1 Haijing Road, Shiqi District, Zhongshan City, Guangdong Province. The actual time, place and voting method of the meeting were consistent with the time, place and voting method notified in the meeting notice. The meeting was presided over by Mr. Ma Libin, chairman of the company. Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) shareholders and their proxies attending the general meeting of shareholders
According to Xinda’s lawyer’s verification and examination of the shareholders attending the meeting and the register of shareholders of the relevant statutory securities registration authority at the end of the transaction of Shenzhen Stock Exchange on May 13, 2022, the names, shareholder cards and resident identity card numbers of the shareholders attending the general meeting are consistent with those recorded in the register of shareholders; Legal and valid power of attorney and relevant identity certificates held by the shareholders’ agents attending the meeting.
A total of 6 shareholders and their proxies participated in and voted at the shareholders’ meeting, representing 99698946 shares with voting rights, accounting for 534456% of the total share capital of the company. Of which:
(1) Attendance at site meetings
There were 4 shareholders and shareholder representatives attending the on-site meeting, representing 98138484 shares with voting rights, accounting for 526091% of the total share capital of the company;
(2) Voting through the Internet
Two shareholders attended the meeting through online voting, representing 1560462 voting shares, accounting for 0.8365% of the total share capital of the company;
(3) Minority shareholders participating in voting (refer to shareholders other than the following shareholders: directors, supervisors and senior managers of listed companies; shareholders who individually or jointly hold more than 5% of the shares of listed companies)
There were 3 small and medium-sized investors attending the meeting, representing 3560462 shares with voting rights, accounting for 1.9087% of the total share capital of the company.
After verification and confirmation by Xinda lawyer, the identity information of shareholders and shareholders’ agents attending the meeting and the relevant information of shareholders’ registration are legal and valid.
(II) other persons attending or attending the general meeting of shareholders as nonvoting delegates
The directors, supervisors, Secretary of the board of directors, senior managers and Xinda lawyers of your company also attended or attended the shareholders’ meeting as nonvoting delegates.
(III) qualification of convener of this general meeting of shareholders
According to the announcement of the board of directors, the convener of this general meeting of shareholders is the board of directors of your company, which is qualified as the convener of this general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders’ agents and other personnel attending or attending the general meeting of shareholders are qualified to attend or attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the proposal included in the notice was considered at the general meeting of shareholders of your company, and the on-site and online voting was conducted by open ballot.
(I) proposals to be deliberated at this shareholders’ meeting
According to the announcement of the board of directors, the shareholders’ meeting deliberated the following proposals:
1. Work report of the board of directors in 2021
2. Work report of the board of supervisors in 2021
3. 2021 annual report and its summary
4. Financial statement report of 2021
5. Financial budget report for 2022
6. Proposal on 2021 profit distribution plan
7. Proposal on the provision for asset impairment in 2021
8. Special report on the deposit and use of raised funds in 2021
9. Proposal on applying for comprehensive credit line and guarantee from banks and other financial institutions in 202210. Proposal on renewing the appointment of audit institutions in 2022
11. Confirmation of remuneration of non independent directors and senior managers of the company in 2021 and remuneration plan in 2022
12. Determination of the remuneration of the company’s supervisors in 2021 and the remuneration plan in 2022
13. Proposal on by election of non employee representative supervisors
14. Proposal on Amending the articles of Association
15. Proposal on Amending the rules of procedure of the general meeting of shareholders
16. Proposal on Amending the rules of procedure of the board of directors
17. Proposal on Amending the rules of procedure of the board of supervisors
18. Proposal on Amending the working system of independent directors
19. Proposal on Amending the external guarantee management system
20. Proposal on Amending the related party transaction management system
Lawyer Xinda believes that the voting method of the above proposals at the general meeting of shareholders of your company complies with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(II) voting procedure
1. On site voting
According to the statistics of the on-site voting results made by the vote monitoring representative designated by your company and the verification of Xinda lawyer, the shareholders’ meeting voted on the proposal included in the notice and announced the on-site voting results on the spot. Xinda lawyer believes that the on-site voting procedures comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. Network voting
According to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide network information services for listed companies, the proposals listed in the announcement of this shareholders’ meeting can be voted and counted. Xinda lawyer believes that the online voting of this general meeting of shareholders is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
(III) voting results
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in the on-site and online voting, and the proposal included in the general meeting of shareholders was adopted after combining the results of on-site and online voting. Specifically:
1. The work report of the board of directors in 2021 was reviewed and adopted
Voting results: 99698546 shares were approved, accounting for 999996% of the shares held by all shareholders attending the meeting; Oppose 400 shares, accounting for 0.0004% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: 3560062 shares were agreed, accounting for 999888% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 400 shares, accounting for 0.0112% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. The work report of the board of supervisors in 2021 was reviewed and adopted
Voting results: 99698546 shares were approved, accounting for 999996% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 400 shares (including 0 shares by default due to non voting), accounting for 0.0004% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: 3560062 shares were agreed, accounting for 999888% of the shares held by small and medium-sized shareholders attending the meeting; 0 opposition shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 400 shares (including 0 shares by default due to non voting), accounting for 0.0112% of the shares held by minority shareholders attending the meeting.
3. The annual report for 2021 and its summary were considered and adopted
Voting results: 99698546 shares were approved, accounting for 999996% of the shares held by all shareholders attending the meeting; Oppose 400 shares, accounting for 0.0004% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: 3560062 shares were agreed, accounting for 999888% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 400 shares, accounting for 0.0112% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4. Reviewed and adopted the financial final accounts report of 2021
Voting results: 99698546 shares were approved, accounting for 999996% of the shares held by all shareholders attending the meeting; Oppose 400 shares, accounting for 0.0004% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: 3560062 shares were agreed, accounting for 999888% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 400 shares, accounting for 0.0112% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
5. Reviewed and adopted the financial budget report for 2022
Voting results: 98138484 shares were approved, accounting for 984348% of the shares held by all shareholders attending the meeting; Oppose 400 shares, accounting for 0.0004% of the shares held by all shareholders attending the meeting; 156062 shares were abstained (including 0 shares by default due to non voting), accounting for 1.5648% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: agreed to 2000000 shares, accounting for 561725% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 400 shares, accounting for 0.0112% of the shares held by minority shareholders attending the meeting; 156062 shares were abstained (including 0 shares by default due to non voting), accounting for 438163% of the shares held by minority shareholders attending the meeting.
6. The proposal on the profit distribution plan for 2021 was reviewed and approved
Voting results: 99698546 shares were approved, accounting for 999996% of the shares held by all shareholders attending the meeting; Oppose 400 shares, accounting for 0.0004% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting: 3560062 shares were agreed, accounting for 999888% of the shares held by small and medium-sized shareholders attending the meeting; back
