Guangdong Huashang law firm
On Shenzhen Ruihe Construction Decoration Co.Ltd(002620) the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 26, 2002
Guangdong Huashang law firm
About
Shenzhen Ruihe Construction Decoration Co.Ltd(002620)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shenzhen Ruihe Construction Decoration Co.Ltd(002620)
Guangdong Huashang law firm (hereinafter referred to as "the firm") is entrusted by Shenzhen Ruihe Construction Decoration Co.Ltd(002620) (hereinafter referred to as "the company") to issue legal opinions for the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"). The firm appointed lawyers to attend the general meeting of shareholders in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), 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 for the general meeting of shareholders") and other current laws and regulations of China Normative legal documents (hereinafter referred to as "relevant laws and regulations"), the articles of association of Shenzhen Ruihe Construction Decoration Co.Ltd(002620) (hereinafter referred to as "the articles of association") and the rules of procedure of Shenzhen Ruihe Construction Decoration Co.Ltd(002620) general meeting of shareholders issue this legal opinion on the convening, convening procedures, attendance qualifications, Convener qualifications, proposal deliberation, voting procedures and voting results of this general meeting of shareholders.
In order to issue this legal opinion, our lawyers consulted the relevant documents provided by the company related to the general meeting of shareholders and listened to the statements and explanations of the company on relevant facts. The company promises that the documents provided and the statements and explanations made by it are true, accurate and complete without any false records, misleading statements or omissions.
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, inspected and witnessed the convening procedures and other relevant matters of the company's shareholders' meeting and the documents provided by the company, and issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders was convened by the board of directors in accordance with the resolution of the first meeting of the Fourth Board of directors in 2022. On January 11, 2022, the company published in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting") was published on the website, which provided information on the holding time, equity registration date, place, convener, method, participants, matters to be considered The ways and methods of attending the meeting and other relevant matters shall be announced.
The shareholders' meeting was held by combining on-site voting and online voting.
The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The online voting time is January 26, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 26, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. on January 26, 2022 to 15:00 p.m. on January 26, 2022.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 26, 2022 in the company's conference room as scheduled.
After verification by our lawyers, the time, place and content of the meeting are consistent with those in the notice and announcement. Upon review, the convening and convening procedures of this general meeting of shareholders comply with the requirements of relevant laws, regulations and normative documents such as the company law and the rules of the general meeting of shareholders, as well as the relevant provisions of the articles of association.
2、 Qualification of attendees and conveners of the general meeting of shareholders
A total of 13 shareholders (or shareholders' agents) attended the general meeting, representing 154642367 shares, accounting for 40.8791% of the total 378292 million shares of the company.
According to the identity certificates and power of attorney of the shareholders (or their agents) attending the meeting, there were 12 shareholders (or their agents) attending the on-site meeting of the general meeting of shareholders, representing 154616667 shares, accounting for 40.8723% of the total 378292 million shares of the company.
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 1 shareholder voted through online voting within the effective time, representing 25700 shares, accounting for 0.0068% of the total share capital of the company.
In addition to the shareholders (or shareholders' agents) attending the shareholders' meeting, some directors, supervisors, Secretary of the board of directors, senior managers and lawyers hired by the company attended the meeting as nonvoting delegates.
The general meeting of shareholders is convened by the board of directors of the company, and its qualification as the convener of the general meeting of shareholders is legal and valid. Upon examination, the qualifications of the above personnel attending the general meeting of shareholders and the qualifications of the convener meet the provisions of relevant laws and regulations and the articles of association.
3、 Proposal of this shareholders' meeting
According to the notice of the general meeting of shareholders, the proposals considered at the general meeting of shareholders are:
1. Deliberating the proposal on electing non independent directors of the 5th board of directors of the company;
1.01 elect Mr. Li Jieping as a non independent director of the 5th board of directors of the company;
1.02 elect Mr. Li Dongyang as a non independent director of the 5th board of directors of the company;
1.03 elect Mr. Chen rugang as a non independent director of the 5th board of directors of the company;
1.04 elect Ms. Lin Wangchun as a non independent director of the 5th board of directors of the company;
1.05 elect Mr. Sun Guanzhe as a non independent director of the 5th board of directors of the company;
1.06 elect Mr. Li Yuanfei as a non independent director of the 5th board of directors of the company;
2. Deliberating the proposal on electing independent directors of the 5th board of directors of the company;
2.01 elect Mr. Zhu Houjia as an independent director of the 5th board of directors of the company;
2.02 elect Mr. Gao Gang as an independent director of the 5th board of directors of the company;
2.03 elect Mr. Zhao Qingxiang as an independent director of the 5th board of directors of the company;
3. Deliberated the proposal on the election of non employee representative supervisors of the 5th board of supervisors of the company.
3.01 elect Ms. Dangzhe as the non employee representative supervisor of the 5th board of supervisors of the company;
3.02 elect Mr. Li DAHAO as the non employee representative supervisor of the Fifth Board of supervisors of the company.
After review, the matters considered at this shareholders' meeting are consistent with those listed in the announcement. No shareholders put forward new proposals beyond the above matters, and there is no change in the contents of the proposals.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
1. On site meeting voting procedure
The on-site meeting of the general meeting of shareholders voted on the proposals considered item by item by open ballot. During the voting, the representatives of shareholders, supervisors and lawyers of the exchange counted and supervised the votes in accordance with the company law, rules of procedure of the general meeting of shareholders and the articles of association.
2. Online voting procedure
The company provides shareholders with online voting platform through the trading system and Internet voting system of Shenzhen Stock Exchange, and some shareholders exercise their voting rights through the trading system or Internet voting system of Shenzhen Stock Exchange within the effective time limit.
3. In order to respect the interests of small and medium-sized investors and improve the participation of small and medium-sized investors in major matters decided by the general meeting of shareholders of the company, all proposals of the general meeting of shareholders are counted by small and medium-sized investors separately.
(II) the voting details of the proposal at the shareholders' meeting are as follows:
1. The proposal on the election of non independent directors of the 5th board of directors of the company was deliberated and adopted
The proposal adopts the cumulative voting system, and the cumulative voting results are as follows:
1.01 elect Mr. Li Jieping as a non independent director of the 5th board of directors of the company;
154636667 shares were approved, accounting for 99.9963% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting of minority shareholders is: 20000 shares, accounting for 77.8210% of the total number of valid voting shares held by minority shareholders participating in the voting.
1.02 elect Mr. Li Dongyang as a non independent director of the 5th board of directors of the company;
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
1.03 elect Mr. Chen rugang as a non independent director of the 5th board of directors of the company;
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
1.04 elect Ms. Lin Wangchun as a non independent director of the 5th board of directors of the company;
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
1.05 elect Mr. Sun Guanzhe as a non independent director of the 5th board of directors of the company;
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for the effective voting shares held by minority shareholders participating in the voting
1.06 elect Mr. Li Yuanfei as a non independent director of the 5th board of directors of the company.
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
2. The proposal on the election of independent directors of the 5th board of directors of the company was deliberated and adopted
The proposal adopts the cumulative voting system, and the cumulative voting results are as follows:
2.01 elect Mr. Zhu Houjia as an independent director of the 5th board of directors of the company;
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
2.02 elect Mr. Gao Gang as an independent director of the 5th board of directors of the company;
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
2.03 elect Mr. Zhao Qingxiang as an independent director of the 5th board of directors of the company.
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
3. The proposal on the election of non employee representative supervisors of the 5th board of supervisors of the company was deliberated and adopted
The proposal adopts the cumulative voting system, and the cumulative voting results are as follows:
3.01 elect Ms. Dangzhe as the non employee representative supervisor of the 5th board of supervisors of the company;
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
3.02 elect Mr. Li DAHAO as the non employee representative supervisor of the Fifth Board of supervisors of the company.
154616667 shares were approved, accounting for 99.9834% of the effective voting shares attending the general meeting of shareholders. The proposal was passed.
Among them, the voting situation of minority shareholders is: agree to 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders participating in the voting.
After verification, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations and normative documents as well as the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, after verification, our lawyers believe that the convening, convening procedures, qualification of attendees, qualification of conveners, voting procedures and voting results of the company's general meeting of shareholders are in line with the provisions of relevant laws and regulations and the articles of association. There is no temporary proposal or change to the content of the proposal at the general meeting of shareholders, The resolutions reached at the meeting are legal and valid.
This legal opinion is made in triplicate, two of which are submitted to the company by the exchange and one is filed by the exchange.
(there is no text on this page, which is the signature page of the legal opinion on the first extraordinary general meeting of shareholders in Shenzhen Ruihe Construction Decoration Co.Ltd(002620) 2022 issued by Guangdong Huashang law firm)
Guangdong Huashang law firm (seal) handling lawyer (signature):
Person in charge: Gao Shu, Li Zhigang:
Hu Zhen:
