Beijing Jindu (Chengdu) law firm
About D&O Home Collection Co.Ltd(002798) Group Co., Ltd
Legal opinion of the 2021 annual general meeting
To: D&O Home Collection Co.Ltd(002798) Group Co., Ltd
Beijing Jindu (Chengdu) law firm (hereinafter referred to as the firm) is entrusted by D&O Home Collection Co.Ltd(002798) Group Co., Ltd. (hereinafter referred to as the company), and 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) China Securities Regulatory Commission (hereinafter referred to as the CSRC), 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) and other laws, administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) According to the regulations and normative documents and the relevant provisions of the current effective articles of association, a lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 20, 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 Articles of association of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. (hereinafter referred to as the articles of association);
2. The announcement on the resolution of the 33rd meeting of the Fourth Board of directors of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. published in the securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange on April 30, 2022;
3. The announcement on the resolution of the 31st meeting of the Fourth Board of supervisors of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. published in the securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange on April 30, 2022;
4. The notice of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published in the securities times, China Securities Journal, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange on April 30, 2022; 5. The register of shareholders of the company on the 5th day of the shareholders’ meeting;
6. Registration records and certificate materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
8. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
9. 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 the personnel attending the general meeting of shareholders, the qualifications of the convener and the 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 this shareholders’ meeting 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, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and shall 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, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with 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 April 29, 2022, the 33rd meeting of the Fourth Board of directors of the company deliberated and approved the proposal on proposing to convene the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 20, 2022.
On April 30, 2022, 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 this 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 Friday, May 20, 2022 in the company’s conference room on the 16th floor, block a, New Hope Liuhe Co.Ltd(000876) international building, No. 19, Tianfu Third Street, middle section of Tianfu Avenue, high tech Zone, Chengdu. The on-site meeting was presided over by Liu Jin, chairman of the company.
The online voting time of this shareholders’ meeting 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 Friday, May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on Friday, May 20, 2022.
After verification by the lawyers of the firm, 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 certificates, personal identity certificates and identity certificates of natural person shareholders attending the shareholders’ meeting, and confirmed that there were 4 shareholders and shareholders’ agents attending the company’s shareholders’ meeting, representing 162077383 voting shares, accounting for 422621% 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., 10 shareholders participated in the online voting of the general meeting of shareholders, representing 1143712 voting shares, accounting for 0.2982% of the total voting shares of the company.
Among them, there are 11 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 1143912 voting shares, accounting for 0.2983% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 14, representing 163221095 voting shares, accounting for 425603% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the shareholders’ meeting, the personnel attending / attending the on-site meeting of the shareholders’ meeting also include some directors, supervisors, senior managers and lawyers of the company. The directors and senior managers who did not attend the on-site meeting attended / attended the shareholders’ meeting by means of communication.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions 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 personnel attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this 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.
This 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 provided the company with statistical data files of online voting through the trading system of Shenzhen Stock Exchange Shenzhen Securities Information Co., Ltd. within the specified online voting time.
The host of the meeting 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 work report of the board of directors in 2021 are as follows:
163177795 shares were approved, accounting for 999735% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 23700 opposed shares, accounting for 0.0145% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19600 shares abstained, accounting for 0.0120% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 1100612 shares, accounting for 962147% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 23700 opposed shares, accounting for 2.0718% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 19600 shares were abstained, accounting for 1.7134% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the 2021 work report of the board of supervisors are as follows:
163177795 shares were approved, accounting for 999735% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 23700 opposed shares, accounting for 0.0145% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19600 shares abstained, accounting for 0.0120% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 1100612 shares, accounting for 962147% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 23700 opposed shares, accounting for 2.0718% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 19600 shares were abstained, accounting for 1.7134% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. The voting results of the 2021 annual financial statement report are as follows:
163177795 shares were approved, accounting for 999735% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 23700 opposed shares, accounting for 0.0145% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19600 shares abstained, accounting for 0.0120% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 1100612 shares, accounting for 962147% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 23700 opposed shares, accounting for 2.0718% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 19600 shares were abstained, accounting for 1.7134% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
4. The voting results of the full text and summary of the 2021 annual report are as follows:
163177795 shares were approved, accounting for 999735% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 23700 opposed shares, accounting for 0.0145% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 19600 shares abstained, accounting for 0.0120% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is that they agree to 1100612 shares, accounting for 962147% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 23700 opposed shares, accounting for 2.0718% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained from 19600 shares, accounting for the proportion of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting
