11 / F, 12 / F, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China Postal Code: 518017
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Website: http://www.shujin.cn
About Guangdong Jiayuan Technology Co., Ltd
Witness legal opinion on 2020 annual general meeting of shareholders
Xinda Kehui Zi (2021) no.006
To: Guangdong Jiayuan Technology Co., Ltd
Guangdong Xinda law firm (hereinafter referred to as "the firm" or "Cinda") is entrusted by Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as "the company") to appoint lawyer Zhao Ya and lawyer Li Jiayun to attend the 2020 annual general meeting of shareholders held by the company (hereinafter referred to as "the general meeting"), and conducted necessary verification work. 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 of the general meeting of shareholders of listed companies and other relevant laws, regulations, rules and normative documents, as well as the articles of association of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "company charter"), in accordance with the recognized professional standards, ethics and diligence and diligence of the lawyers Shen expressed the following legal opinions on the convening and holding procedures of this general meeting of shareholders, the qualification of participants and conveners, voting procedures and voting results.
1、 Procedures for convening and holding the general meeting of shareholders
（1） Convening of the general meeting of shareholders
It was found that:
1. This general meeting of shareholders is convened by the Fourth Board of directors of the company. In order to hold this general meeting of shareholders, the company held the 11th meeting of the Fourth Board of directors on March 25, 2021, deliberated and passed the proposal on convening the 2020 annual general meeting of shareholders.
2. On March 26, 2021, the board of directors of the company issued the notice of Guangdong Jiayuan science and Technology Co., Ltd. on the information disclosure website designated by Shanghai Stock Exchange (hereinafter referred to as the "Notice of the meeting"), which specifies the time, place and equity registration date of the shareholders' meeting, and lists them in the notice The proposal submitted to the general meeting of shareholders for deliberation.
（2） The convening of the general meeting of shareholders
The on-site meeting and communication meeting are adopted for the general meeting of shareholders. The on-site meeting of the general meeting of shareholders will be held at 14:30 p.m. on April 15, 2021 in the conference room on the first floor of Guangdong Jiayuan Technology Co., Ltd., wenshe village, Yanyang Town, Meixian District, Meizhou City, Guangdong Province, presided over by Mr. Liao Pingyuan, chairman of the company. The general meeting of shareholders passed the online voting system of the general meeting of shareholders of Shanghai Stock Exchange The voting time of the voting platform through the trading system is the trading time 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.
Through inspection, the actual time, place and content of the shareholders' meeting are consistent with the contents of the notice and announcement. Xinda lawyer believes that the convening and holding procedures of the general meeting of shareholders conform to the provisions of laws and regulations and the articles of association.
2、 Qualification of the personnel attending the general meeting of shareholders and the qualification of the convener
According to the notice of the general meeting of shareholders, the persons who have the right to attend the general meeting of shareholders are the shareholders holding the company's shares registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents, directors, supervisors and senior managers of the company and lawyers employed by the company as of the afternoon of April 9, 2021.
1. Shareholders and shareholders' agents attending the on-site meeting of the general meeting of shareholders
According to the identity certificate, authorization certificate and relevant information of shareholders and shareholders' agents attending the meeting, there were 8 shareholders and shareholders' agents attending the meeting, representing 78670612 shares with effective voting rights, accounting for 34.0748% of the total number of voting shares of the company.
2. Shareholders participating in online voting
According to the statistical results of online voting, a total of 21 shareholders voted through the online voting system, representing 13853003 shares with effective voting rights, accounting for 6.0002% of the total number of voting shares of the company. The identity of the shareholders who participate in voting through the online voting system shall be verified by the identity verification agency.
To sum up, 29 shareholders participated in the on-site and online voting of the general meeting of shareholders, holding 92523615 shares in total, accounting for 40.0750% of the total number of voting shares of the company.
Xinda lawyer believes that the qualification of the above shareholders and their agents to attend the general meeting of shareholders and exercise their voting rights is legal and effective.
3. Other persons attending the general meeting of shareholders
Other personnel attending the general meeting of shareholders include the company's directors, supervisors, senior managers, securities affairs representatives and Cinda lawyers.
Xinda lawyers believe that the above-mentioned personnel are qualified to attend the general meeting of shareholders.
4. Convener of the general meeting of shareholders
It is verified that the general meeting of shareholders is 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 effective.
3、 Proposals, voting procedures and voting results of the general meeting of shareholders
According to the verification of Xinda lawyer, the shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the notice of the meeting by means of on-site voting. According to the procedures specified in the articles of association, the shareholders supervised, checked and counted the votes, and announced the voting results on the spot. After the online voting of the general meeting of shareholders, Shanghai Stock Exchange 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 this general meeting of shareholders, the company consolidated and counted the voting results of on-site voting and online voting.
The voting situation of the motions deliberated at the general meeting of shareholders is as follows:
1. Deliberation and adoption of the 2020 annual report and its summary
Voting results: 92488047 shares were agreed, accounting for 99.9615% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; 10000 shares were opposed, accounting for 0.0108% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; the number of abstained shares was 25, 568 shares, accounting for 0.0277% of the total number of voting shares of all shareholders or their proxy representatives attending the general meeting of shareholders, and this proposal was passed.
2. Deliberation and approval of the work report of the board of directors in 2020
Voting results: 923020202 shares were approved, accounting for 99.7606% of the total number of voting shares of all shareholders or proxy representatives attending the general meeting of shareholders; 10000 shares were against the voting shares, accounting for the shareholders attending the meeting
0.0108% of the total number of voting shares represented by all shareholders or their proxies; 211413 shares were abstained, accounting for 0.2286% of the total number of voting shares of all shareholders or their proxy representatives attending the general meeting of shareholders; the proposal was passed.
3. Deliberated and passed the financial final account report of 2020
Voting results: 92488047 shares were approved, accounting for 99.9615% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; the number of opposing shares was 35, 568 shares, accounting for 0.0385% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; 0 shares of abstained shares, accounting for 0.0000% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; this proposal was passed.
4. Deliberated and passed the 2021 annual financial budget report
Voting results: 92218092 shares were approved, accounting for 99.6697% of the total number of voting shares of all shareholders or their proxy representatives attending the general meeting of shareholders; 305 shares were opposed, 523 shares, accounting for 0.3303% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; 0 shares of abstained shares, accounting for 0.0000% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; this proposal was passed.
5. Deliberated and passed the proposal on profit distribution plan in 2020
Voting results: 92488047 shares were approved, accounting for 99.9615% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; the number of opposing shares was 35, 568 shares, accounting for 0.0385% of the total number of voting shares of all shareholders or representatives of shareholders attending the general meeting of shareholders; 0 shares of abstained shares, accounting for 0.0000% of the total number of voting shares of all shareholders or proxy representatives attending the general meeting.
Among them, the voting situation of small and medium-sized investors: 14273835 shares were approved, accounting for 99.7514% of the total number of effective voting shares held by the small and medium-sized investors participating in the voting; 35568 shares were opposed, accounting for 0.2486% of the total number of effective voting shares held by the small and medium-sized investors participating in the voting; 0 shares were abstained, accounting for 0.0000% of the total number of valid voting shares held by the small and medium-sized investors participating in the voting.
The motion was passed.
6. Deliberation and approval of the "proposal on the renewal of the company's 2021 financial audit institutions and internal control audit institutions"
Voting results: 92488047 shares were agreed, accounting for 99.9615% of the total number of voting shares attended by all shareholders or their proxy representatives; 17338 shares were opposed, accounting for 0.0187% of the total number of voting shares of all shareholders or proxy representatives attending the general meeting; the number of abstained shares was 18230
Shares, accounting for 0.0198% of the total number of voting shares of all shareholders or their proxy representatives attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors: 14273835 shares were approved, accounting for 99.7514% of the total number of effective voting shares held by the small and medium-sized investors participating in the voting; 17338 shares were opposed, accounting for 0.1211% of the total number of effective voting shares held by the small and medium-sized investors participating in the voting; 18230 shares were abstained, accounting for 0.1275% of the total number of valid voting shares held by the small and medium-sized investors participating in the voting.
The motion was passed.
7. Deliberated and passed the proposal on confirming the remuneration of directors of the company in 2020
Voting results: 92488047 shares were approved, accounting for 99.9615% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; the number of opposing shares was 35, 568 shares, accounting for 0.0385% of the total number of voting shares of all shareholders or representatives of shareholders attending the general meeting of shareholders; 0 shares of abstained shares, accounting for 0.0000% of the total number of voting shares of all shareholders or proxy representatives attending the general meeting.
Among them, the voting situation of small and medium-sized investors: 14273835 shares were approved, accounting for 99.7514% of the total number of effective voting shares held by the small and medium-sized investors participating in the voting; 35568 shares were opposed, accounting for 0.2486% of the total number of effective voting shares held by the small and medium-sized investors participating in the voting; 0 shares were abstained, accounting for 0.0000% of the total number of valid voting shares held by the small and medium-sized investors participating in the voting.
The motion was passed.
8. Deliberated and passed the proposal on confirming the remuneration of the company's supervisors in 2020
Voting results: 92488047 shares were approved, accounting for 99.9615% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; the number of opposing shares was 35, 568 shares, accounting for 0.0385% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; 0 shares of abstained shares, accounting for 0.0000% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; this proposal was passed.
9. Deliberated and passed the work report of the board of supervisors in 2020
Voting results: 92488047 shares were agreed, accounting for 99.9615% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; 10000 shares were opposed, accounting for 0.0108% of the total number of voting shares of all shareholders or representatives of shareholders' agents attending the general meeting of shareholders; the number of abstained shares was 25, 568 shares, accounting for 0.0277% of the total number of voting shares of all shareholders or their proxy representatives attending the general meeting of shareholders, and this proposal was passed.
According to the inspection of Xinda lawyer, the matters to be considered at the general meeting of shareholders and the matters listed in the notice of the meeting of the company are as follows
It is completely consistent, and there is no case of amending the original meeting motion, proposing a new proposal and voting on matters not listed in the meeting notice. Xinda lawyer believes that the voting method and voting procedure of the general meeting of shareholders conform to the provisions of laws and regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Conclusion
To sum up, Xinda lawyer believes that the convening and holding procedures of the general meeting of shareholders conform to the provisions of laws, regulations, normative documents and the articles of Association; the qualifications of the convener and attendants of the general meeting of shareholders are legal and effective; the voting procedures and voting results of the general meeting of shareholders conform to the provisions of relevant laws, regulations, normative documents and the articles of association, The resolution of the general meeting of shareholders is legal and effective. Cinda agrees that this witness legal opinion will be announced together with the resolution of this general meeting of shareholders.
This witness legal opinion is in duplicate, which will come into effect after being signed by the handling lawyer and sealed by Xinda. (no text below)
