Taihetai (Jinan) law firm
About Dong-E-E-Jiao Co.Ltd(000423)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Floors 24 and 29, China Resources Building, 11111 Jingshi Road, Lixia District, Jinan, China
24/F and 29/F,China Resources Building, No.11111 Jingshi Road Lixia District, Jinan, People’s Republic of China
Tel: 86-531-88992862 Fax: 86-531-88992862
Floors 24 and 29, China Resources Building, 11111 Jingshi Road, Lixia District, Jinan, China
24/F and 29/F, China Resources Buildi ng, No. 11111 Jingshi Road
Lixia District, Jinan,Peopl e’s Republic of Chi na
Tel: 86-531-88992862 Fax: 86-531-88999113
Taihetai (Jinan) law firm
About Dong-E-E-Jiao Co.Ltd(000423)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) tlyz No. 1495 to: Dong-E-E-Jiao Co.Ltd(000423)
Taihetai (Jinan) law firm (hereinafter referred to as the firm) has accepted the entrustment of Dong-E-E-Jiao Co.Ltd(000423) (hereinafter referred to as the company) according to law and appointed lawyers Zhang Chuanfeng and Luo Xin of the firm to attend the first extraordinary general meeting of shareholders in 2022 in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) The securities law of the people's Republic of China (revised in 2019, hereinafter referred to as the Securities Law), 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) This legal opinion is issued in accordance with the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020, hereinafter referred to as the detailed rules for the implementation of online voting) and other relevant laws and regulations and the relevant provisions of the articles of Association.
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 or 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 or the original.
In this legal opinion, the lawyers of the firm only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the attendees and conveners, the voting procedures and voting results of the meeting comply with the company law, securities law, rules of the general meeting of shareholders and other laws and regulations and the provisions of the articles of association
Legal opinion of taihetai (Jinan) law firm on the first extraordinary general meeting of shareholders of Dong'e donkey hide gelatin Co., Ltd. in 2022
Opinions, and will not express opinions on the contents of the proposals considered at the meeting and the authenticity, accuracy and completeness of the facts or data expressed in such proposals.
The lawyer of the firm 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 our lawyer, 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 Chinese lawyer industry, our lawyers attended the shareholders' meeting, checked the relevant facts of the convening and convening of the shareholders' meeting and the documents related to the shareholders' meeting provided by the company, and issued the following legal opinions.
1、 Convening and convening procedures of this meeting
(I) convening of the general meeting of shareholders
On January 10, 2022, the company held the fifth meeting of the 10th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 and other proposals, and decided to be convened by the board of directors of the company and hold the general meeting of shareholders on January 27, 2022.
On January 11, 2022, the company posted on China Securities News, Shanghai Securities News, securities times and cninfo website (www.cn. Info. Com. CN.) The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice) was published, announcing the time, place, method, deliberation topics, meeting registration and other matters of the general meeting of shareholders. (II) convening of this general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled in the company's conference room (No. 78 Ejiao street, Dong'e County, Shandong Province) at 9:00 a.m. on January 27, 2022, presided over by Chairman Gao Dengfeng. The shareholders' meeting adopts the combination of on-site voting and online voting. The voting time through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 27, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 27, 2022.
Legal opinion of taihetai (Jinan) law firm on the first extraordinary general meeting of shareholders of Dong'e donkey hide gelatin Co., Ltd. in 2022
After verification by our lawyers, the actual time, place and method of the shareholders' meeting are consistent with those announced in the notice. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complied with the provisions of relevant laws and regulations and the articles of association. 2、 Qualifications of personnel and conveners attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents attending the on-site meeting
The lawyers of the firm checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of the legal person shareholders attending the shareholders' meeting, the certificate or power of attorney of the legal representative, as well as the shareholding certificate, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders' meeting, It is confirmed that there are 7 shareholders and shareholders' agents present at the shareholders' meeting, representing 210493203 shares with voting rights, accounting for 32.1844% of the total shares of the company.
2. Shareholders participating in online voting
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., during the online voting time, 64 shareholders participated in the online voting of the general meeting of shareholders, representing 35264899 voting shares, accounting for 5.3920% of the total shares of the company.
3. Shareholders of small and medium-sized investors attending the meeting
A total of 69 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 36471255 voting shares, accounting for 5.5765% of the total shares of the company.
Among them, there are 5 minority shareholders voting on site, with 1206356 representative shares, accounting for 0.1845% of the total shares of the listed company.
64 minority shareholders voted online, representing 35264899 shares, accounting for 5.3920% of the total shares of the listed company.
4. Other personnel attending the meeting as nonvoting delegates
Legal opinion of taihetai (Jinan) law firm on the first extraordinary general meeting of shareholders of Dong'e donkey hide gelatin Co., Ltd. in 2022
According to the on-site verification of our lawyers, in addition to the shareholders and their authorized representatives attending the shareholders' meeting, the persons attending or attending the on-site meeting of the shareholders' meeting also include the company's directors, supervisors, senior managers and our lawyers.
(II) convener qualification
The convener of this general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of laws, regulations and the articles of association.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. The exchange is unable to verify the qualification of such shareholders. Before the qualification of such shareholders participating in the online voting of the general meeting of shareholders meets the provisions of laws, regulations and the articles of association, the lawyer of the exchange believes that, The qualifications of the persons attending the shareholders' meeting shall comply with the provisions of laws, regulations 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
After the review of the lawyers of the firm, the proposals considered by the company's general meeting of shareholders fall within the scope of powers of the company's general meeting of shareholders, and are consistent with the deliberation matters listed in the notice of the general meeting of shareholders. There is no situation 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 shareholders' meeting voted on the proposals listed in the notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the shareholder representatives, supervisors and lawyers of the firm. Shareholders participating in online voting voted on the proposal through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange within the specified online voting time. After the online voting of this meeting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting, and the company combined the voting results of on-site voting and online voting
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were passed at the shareholders' meeting:
Legal opinion of taihetai (Jinan) law firm on the first extraordinary general meeting of shareholders of Dong'e donkey hide gelatin Co., Ltd. in 2022
1. Proposal on adopting cumulative voting system to supplement directors of the company
1.01 by election Mr. Cheng Jie as a non independent director of the 10th board of directors of the company
Overall voting: 245558069 shares were approved, accounting for 99.9186% of the total voting shares attending the meeting.
Among them, the voting of minority shareholders: 36271222 shares were agreed, accounting for 99.4515% of the total voting shares held by minority shareholders attending the meeting.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and valid.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm. (no text below)
Taihetai law firm (Jinan) (official seal) (signature and seal):
Zhang Chuanfeng ｜ lawyer
Lawyer (signature and seal):
Luo Xin ｜ lawyer
January 27, 2002
