Hunan Qiyuan law firm
About Dahu Aquaculture Co.Ltd(600257)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February 7, 2022
Hunan Qiyuan law firm
About Dahu Aquaculture Co.Ltd(600257)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Dahu Aquaculture Co.Ltd(600257)
Entrusted by Dahu Aquaculture Co.Ltd(600257) (hereinafter referred to as "the company"), Hunan Qiyuan law firm appointed this lawyer to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), witnessed the meeting and issued this legal opinion.
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 (hereinafter referred to as the "Securities Law"), the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the Dahu Aquaculture Co.Ltd(600257) articles of Association (hereinafter referred to as the "articles of association"), Issue this legal opinion.
In order to issue this legal opinion, we have reviewed the following materials provided by the company according to law:
1. Published on the website of Shanghai Stock Exchange on January 18, 2022（ http://www.sse.com.cn./ ）The resolution announcement of the 17th meeting of the 8th board of directors of the company (hereinafter referred to as the "resolution of the board of directors") and published on the website of Shanghai Stock Exchange on January 18, 2022（ http://www.sse.com.cn./ ）Notice on convening the company's first extraordinary general meeting in 2022 (hereinafter referred to as "Notice of general meeting"); 2. Qualifications and identity documents of shareholders or their agents attending the meeting;
3. The register of shareholders on the equity registration date of the company's general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting;
4. Documents of the general meeting of shareholders of the company.
In order to issue a legal opinion, the lawyer hereby declares as follows:
(I) based on the facts that have occurred or existed before the date of issuance of this legal opinion, this lawyer has strictly performed his statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
(II) the legal opinion issued by this lawyer is based on the company's commitment that the originals of all documents provided to this lawyer and the copies that are consistent with the originals verified by this lawyer are true, complete and reliable without concealment, falsehood or major omissions.
(III) the lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. In view of this, in accordance with the relevant provisions of Article 5 of the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, I hereby give the following lawyer's Witness opinions on the general meeting of shareholders:
1、 Convening and convening procedures of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, the notice of convening this general meeting of shareholders has been made in the form of announcement 15 days in advance, which is in line with the relevant provisions of the company law and the articles of association.
2. According to the notice of the general meeting of shareholders, the main contents of the company's notice of the general meeting of shareholders include: the convener of the meeting, the date of the meeting, the place of the meeting, the matters to be considered at the meeting, the objects attending the meeting, the registration measures of the meeting and other matters. The contents of the notice of the meeting comply with the relevant provisions of the articles of association.
3. This general meeting of shareholders adopts the combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 on Monday, February 7, 2022 in the conference room on the 21st floor, building 6, Hongxin Taolin, No. 348, Jianshe East Road, Changde City, Hunan Province. The online voting system of Shanghai Stock Exchange is adopted for the shareholders' meeting. The online voting time is February 7, 2022. The voting time through the voting platform of the trading system is the trading time period on the day of the shareholders' meeting, i.e. 9:15-9:25, 9:30-11:30 and 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. After verification, the actual time and place of the meeting are consistent with the time and place announced in the notice of the general meeting of shareholders.
In conclusion, our lawyers believe that the procedures for convening and convening the general meeting of shareholders of the company comply with the provisions of the company law and other laws and regulations and the articles of association.
2、 Qualifications of shareholders, agents and conveners attending the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
According to the verification and inspection conducted by our lawyers between the shareholders attending the on-site meeting and all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of 15:00 on January 24, 2022, a total of 3 shareholders (including shareholder agents) attended the on-site meeting of the general meeting, representing 105931211 shares, Accounting for 22.0123% of the total shares of the company.
According to the statistical results of on-site and online voting provided by SSE Information Network Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 18 shareholders participating in the online voting of the general meeting of shareholders, representing 1335600 shares, accounting for 0.2775% of the total shares of the company, all of whom are small and medium-sized investors.
(II) other personnel attending the general meeting of shareholders
Some directors, supervisors, senior managers and lawyers of the company also attended the shareholders' meeting. (III) convener of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company.
In conclusion, our lawyers believe that the shareholders, shareholders' agents and other personnel attending the general meeting of shareholders are qualified to attend the general meeting, and the qualification of the convener is legal.
3、 Voting procedures and results of this general meeting of shareholders
According to the verification of our lawyers, the shareholders' meeting considered the proposals listed in the notice of shareholders' meeting by on-site and online voting, and counted the votes of small and medium-sized investors attending the meeting separately on all proposals. Based on the on-site and online voting results, the specific voting results of each proposal are as follows:
1. Deliberated and passed the proposal on transferring the equity of holding subsidiaries
The voting result is: 106445611 shares are approved, accounting for 99.2344% of the valid voting shares attending the meeting; 821000 opposition shares, accounting for 0.7654% of the valid voting shares attending the meeting, and 200 abstention shares, accounting for 0.0002% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders attending the meeting: 1814400 shares were approved, accounting for 68.8420% of the valid voting shares attending the meeting; 821000 shares opposed, accounting for 31.1504% of the valid voting shares attending the meeting, and 200 shares abstained, accounting for 0.0076% of the valid voting shares attending the meeting.
2. The proposal on signing the framework agreement on lifting the merger agreement of beimin lake fishery was deliberated and adopted. The voting results were as follows: 106477911 shares were agreed, accounting for 99.2645% of the valid voting shares attending the meeting; 788900 opposition shares, accounting for 0.7355% of the valid voting shares attending the meeting, and 0 abstention shares, accounting for 0.0000% of the valid voting shares attending the meeting.
Among them, the voting of minority shareholders attending the meeting: 1846700 shares, accounting for 70.0675% of the valid voting shares attending the meeting; 788900 opposition shares, accounting for 29.9325% of the valid voting shares attending the meeting, and 0 abstention shares, accounting for 0.0000% of the valid voting shares attending the meeting.
After verification, the exchange believes that the voting procedures and voting results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the procedures for convening and convening the first extraordinary general meeting of shareholders in 2022, the qualifications of the personnel and conveners attending the general meeting of shareholders and the voting procedures comply with the relevant provisions of laws, regulations and the articles of Association; The resolutions adopted at the meeting are legal and effective.
This legal opinion is only used for the purpose of witnessing the first extraordinary general meeting of shareholders in 2022. The lawyer agrees to take this legal opinion as the necessary announcement document of the company's first extraordinary general meeting in 2022, announce it together with other documents, and bear relevant legal liabilities according to law.
This legal opinion is made in duplicate, one for the company and one for the exchange.
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